Wholesale Banking Conditions

Transcription

1 Wholesale Banking Conditions Version Effective as of 13 January 2018

2 General Part 1. Scope and applicable conditions 1.1. These Conditions apply to the relationship between the Client and ING and to all Services provided by ING. Additional conditions may apply to specific Services The Schedules to these Conditions form an integral part of the Conditions. In the event of a conflict between an Agreement and these Conditions, the Agreement prevails. In the event of a conflict between the General Part of these Conditions (including country specific conditions relating to this General Part) and a Schedule (including country specific conditions relating to such Schedule) then the provisions of the Schedule shall prevail. Country specific conditions will prevail over the non-country specific conditions. In case additional conditions apply regarding a specific Service such additional conditions will, unless indicated otherwise, prevail in case of a conflict with these Conditions If these Conditions are provided to the Client in another language than English the English language version will prevail. 2. Availability and amendments 2.1. If requested ING will provide copies of the relevant Services Documents on paper or on another durable medium ING may change these Conditions and other Services Documents with a two months notice period. The Client will be deemed to have accepted the change, unless it has terminated in writing the relevant Services Document with effect prior to the proposed effective date of the change. Such termination is free of charge. If the Client chooses to so terminate, such Services Document shall terminate on the effective date of the amendments. On such date all claims of ING vis-à-vis the Client under such Services Document become immediately due and payable. For this Clause any change to any Services Document (including a Schedule or related country specific provisions), will only be considered a change to such document if the Client obtains the relevant Service from the relevant ING Office and only such Client will be informed accordingly. Notwithstanding the foregoing, operational procedures, instructions and manuals may be changed by ING with immediate effect ING has the right to unilaterally change (the functions within) a Service with immediate effect if it cannot reasonably be expected that ING continues to provide such Service in this manner. ING will not be liable to the Client or any third party for any loss and/or damage resulting thereof. 3. General obligations and undertakings 3.1. The Client can use a Service only after the application and, if applicable, opening process has been completed to ING s satisfaction. The Client represents that it is not a Consumer and that the Services shall only be used for purposes pertaining to the Client s profession, trade or business The Client shall comply with all security procedures and provisions supplied by ING in accordance with the Services. If there are reasonable grounds to suspect a security breach then the Client must inform ING immediately The Client shall comply with all applicable laws and regulations, including all license requirements and antimoney-laundering, anti-terrorism financing and sanctions laws and regulations. The Client shall not use the Services for activities or purposes that are in violation of any law or regulation, or that can have a detrimental effect on the reputation of ING or on the integrity of the financial system The Client agrees to co-operate with ING and provide any information and documents and do all such acts ING requires (i) by law, regulation or according to ING s internal policies for the provision of the Services, (ii) to comply with requests of local and foreign (tax) authorities, (iii) to check the Client s identity, its activities and objectives and (iv) to explain the reasons for the (intended) use of a Service, the origin of funds used for a Service or transaction and the economic nature of (the use of) a Service or transaction When dealing with ING the Client and each User is obliged to identify itself. At ING's first request the Client must provide ING with a specimen of its and each User current handwritten signatures in a form and format as required by ING The Client must promptly, and ultimately within 30 calendar days, inform ING in writing of any changes in the information supplied to ING, including but not limited to a change in its name, legal address or contact details, change in the authority of a User or legal representative, change in its tax status or if the Client has become a Consumer, and any documents evidencing such change. ING may rely upon the information provided by the Client until it receives a notice of change or update of the information provided Each ING Office must as soon as possible be notified in writing or, if such option is available, via an ING Channel, if the Client is no longer in existence or no longer authorised to dispose of or operate a Service, failing which ING may (continue to) perform its obligations and execute or forward Instructions received from or on behalf of the Client. In addition, ING may (continue to) execute, or forward an Instruction it received prior to or shortly after ING was notified in writing of aforementioned events if ING cannot reasonably prevent the execution or forwarding thereof. After the notice of an event as indicated in this sub-clause, ING may require that the person who claims to be authorised to perform (legal) acts on behalf of (the estate of) the Client submits proof thereof in form and substance acceptable to ING If at any time the Client ascertains that all or any part of a Service is unavailable and/or not working properly it will promptly inform ING thereof The Client acknowledges that ING does not provide any tax or legal advice, and ING recommends that the Client takes advice from a tax or legal expert in case of any doubt with respect to the tax, fiscal and/or legal obligations of the Client. 4. Electronic agreements, communication and signature 4.1. The Client may electronically agree to obtain (further) Services from ING if and to the extent so offered. It will be indicated per Service which requirements have to be fulfilled and when the agreement is effective For all Instructions, agreements and communications issued or agreed upon by electronic means, the Client agrees that its Electronic Signature, or that of a User on the Clients behalf, constitutes proof of its consent and its identity and that it has the same evidential value as a document signed by the Client or User with its handwritten signature The Client agrees that Services Documents (including any amendments thereto) and all documents, information and/or conditions as referred to therein may be provided to the Client by electronic means whether or not the Agreement has been concluded electronically. 5. ING Authorisation Instrument 5.1. The Services Documents applicable to an ING Authorisation Instrument specify which personalised device(s) and/or set of procedures form an ING Authorisation Instrument The Client shall use an ING Authorisation Instrument in accordance with the Services Documents and ING s instructions or information on the use thereof. ING Wholesale Banking Conditions Version 3.17 AO0103GBEN203 2

3 5.3. An ING Authorisation Instrument is, unless indicated otherwise, strictly personal and non-transferable and may not be changed, copied or reproduced ING may assign a validity period to an ING Authorisation Instrument and ING is entitled to shorten or extend such validity period at any time The Client shall upon receipt of an ING Authorisation Instrument take all measures required by ING to keep the ING Authorisation Instrument and its personalised security credentials safe. The Client shall furthermore take any measure that can reasonably be expected to ensure the security of the personalised security credentials and shall keep these credentials, including its Electronic Signature and password, secret. The Client shall store the ING Authorisation Instrument in a place to which unauthorised parties have no access. Subject to evidence to the contrary, the fact that personalised security credentials and/or an ING Authorisation Instrument is used by a third party will constitute proof that the Client has failed to keep or store such items safe and secure and that they were accessible to third parties. The Client shall ensure that Users shall observe and comply with all obligations of this Clause The Client shall take note of the information provided by ING in relation to the secure use of an ING Authorisation Instrument and the measures that the Client must take to prevent fraud or other misuse of such ING Authorisation Instrument and shall act, and shall ensure that Users shall act, in accordance with such information. ING may change such information and in urgent situations such changes can be applied by ING with immediate effect. ING will inform the Client accordingly The Client shall, and shall ensure that a User shall: (i)without undue delay notify ING, on becoming aware of (a) any loss, theft, misappropriation or unauthorised use of (personalised security credentials of) an ING Authorisation Instrument or (b) a technical incident or any other fault which might jeopardise the security of (personalised security credentials of) an ING Authorisation Instrument. The means of notification and the contact details of ING for such notification can be found on the Website, in the applicable Services Document, an ING Channel or as otherwise communicated by ING. A failure to notify ING without undue delay constitutes gross negligence of the Client, and (ii) immediately send a confirmation in writing to ING of any telephonic notification, which written confirmation must contain the date, time and any further relevant information of such notification If an ING Authorisation Instrument is provided by a third party, ING is not a party to the agreement between the Client and such third party and all costs relating thereto shall be for the Client s account. ING will not be liable for any loss and/or damage, of any nature whatsoever, incurred by the Client relating to the services offered by such third party. 6. Blocking 6.1. ING is, unless prohibited by applicable law, authorised to block or suspend an ING Authorisation Instrument or (access to) any Service: (i) in case of the non-compliance with the instructions and requirements as referred to in Clause 17 of this General Part, (ii) in case of any of the events as indicated in Clause 26 of this General Part, or (iii) for reasons relating to security or the suspicion of improper, unauthorised or fraudulent access or use of such ING Authorisation Instrument or Service The Client may request ING to block its or a User s ING Authorisation Instrument or (access to) any Service and a User may request to block its ING Authorisation Instrument or (access to) any Service. Notwithstanding any blocking request ING may continue the execution or forwarding of Instructions that have been given to ING by such Client or User prior to or shortly after receiving such blocking request if ING cannot reasonably prevent the execution or forwarding thereof Upon becoming aware of any improper, unauthorised or fraudulent access or use of an ING Authorisation Instrument or Service by a User or a third party, the Client shall immediately terminate or block such person s access to and use of the ING Authorisation Instrument or Service and shall inform ING promptly thereof. ING is not liable for any loss and/or damage incurred by the Client. The Client will indemnify ING for any loss and/or damage incurred, as a result of the failure by the Client to comply with this Clause ING is not liable for any loss and/or damage incurred by the Client or a third party as a result of the blockage or a suspension of an ING Authorisation Instrument or (access to) a Service In case of a block by ING, ING shall, where possible prior to such blocking, inform the Client of such a block and the reasons thereof, unless such communication would compromise objectively justified security reasons or is restricted or prohibited by applicable laws or regulations ING shall unblock (access to) a Service or ING Authorisation Instrument, or replace the latter by a new ING Authorisation Instrument, as soon as ING, in its sole discretion, determines there are no longer grounds for such blockage or suspension to stay in effect. 7. App and ING Channel If agreed, the Client may use an App or ING Channel to access and use Services. If accessed via an App Services might be limited. Additional conditions apply to the use of an ING Channel or App. 8. Conditional credit 8.1. Any amount or asset made available to the Client by or via ING, whether in cash, by means of a book entry into an account or by any other method, pursuant to a transaction where settlement is not yet known or final or before ING has received such amount or asset, constitutes an advance made by ING to the Client subject to the due performance of such transaction The due performance condition shall be fulfilled by the settlement of the transaction and/or the receipt by ING of such amount or asset free at its disposal within a reasonable period. In the absence of such settlement, the Client will immediately repay ING an amount equal to the (value of the) asset or amount it has received, plus applicable interest. 9. Fees and expenses 9.1. Unless otherwise agreed in writing, the Tariff Brochure lays out the fees and costs applicable to the Services used by the Client. The Tariff Brochure can be found at ING may change the Tariffs and the Tariff Brochure and such changes can be applied with immediate effect and without prior notice. The Client is also obliged to pay ING the third party fees and costs charged to ING regarding the Services used by the Client The Client must maintain an Available Balance which is sufficient to meet its financial obligations towards ING at the time that these obligations shall be due and payable. If the Client fails to pay an amount on the due date ING shall be entitled to charge default interest. Information regarding the ING Wholesale Banking Conditions Version 3.17 AO0103GBEN203 3

4 applicable rate can be found in the Tariff Brochure and/or the Website of the ING Office ING is authorised, irrespective of the Available Balance, currency of the Account and irrespective of whether this would generate an unauthorized Debit Balance, to debit the following from an Account: (i) Tariffs for the Services and the provision of information in regard to the Services; (ii) Payment Transactions; (iii) (default) interest; (iv) third party fees and costs in accordance with Clause 9.1 of this General Part; and (v) any other financial obligation, in whatever name or form, towards ING All payments payable to ING shall be calculated and made without set-off, deduction or counterclaim Unless explicitly indicated otherwise all amounts are exclusive of any value added tax. If value added tax is chargeable the Client shall pay this to ING All taxes and levies under whatever name and levied by whomever that concern the relationship between the Client and ING are for the Client s account. The Client acknowledges that ING may need to (be required to) collect from the Client taxes, levies or similar charges on payments made to the Client or in respect of transactions entered into by the Client. If the Client is compelled by law or regulation to withhold or deduct any sum from any amount payable to ING, the Client will pay such additional amounts as may be needed for ING to receive the full amount had no such withholding or deduction been required. 10. Statements, bank records and recordings The Client accepts full responsibility for monitoring all information, records and transaction history and overviews sent by ING. The Client is obliged to verify whether the Services have been executed by ING correctly. If the Client contests any of the information it must inform ING immediately. The Client is deemed to accept the accuracy of the information if the Client fails to object to ING within two months of receipt If the Client contests any of the information relating to a Service it should follow the procedure as indicated in the applicable Services Documents The information contained in ING s records is deemed to constitute conclusive evidence between ING and the Client, unless the Client provides evidence to the contrary. ING is not required to retain its records for a period longer than the statutory record retention period Every form of communication relating to products and services of ING and third parties and any other form of written or electronic communication between the Client and ING can be evidenced by ING by a written or electronic reproduction and/or copy of this communication from ING's systems. Such communication and reproductions or copies thereof provide conclusive evidence between ING and the Client, unless the Client provides evidence to the contrary ING is entitled to record telephone conversations in order to assist in the processing of Instructions, retaining of evidence, monitoring of services and verifying the validity of Instructions If computational errors occur in the data and information provided or made available by or on behalf of ING, ING has the right to rectify these computational errors, also after the period of two months has expired The Client expressly acknowledges and agrees that ING may rely on information obtained from a third party service provider and that ING will not be responsible for the accuracy, completeness or timeliness of such information obtained from such third party. 11. Power of attorney Any power of attorney granted to a User to do business with ING on the Client s behalf must be in a form and format acceptable to ING. The power of attorney is, unless otherwise stipulated in such power of attorney, governed by the laws of the country of incorporation of the Client. The User so authorised may perform all acts indicated in the power of attorney in the name and for the account of the Client regardless of any conflict of interest of the User. The Client hereby irrevocably and unconditionally waives any defence or claim it may have based on the existence of any such conflict Any power of attorney granted via an ING Channel is granted in accordance with and subject to these Conditions The Client shall ensure that Users are bound by and shall observe and comply with all obligations as indicated in the relevant Services Documents. The Client shall remain liable to ING for all obligations pursuant to the Services Documents, including all acts and inactions of Users. Each User is, unless explicitly otherwise indicated in the power of attorney, fully competent to severally perform the authorised acts thereunder Each power of attorney is valid until expired or revoked. The Client must immediately notify ING in a form acceptable to ING of the expiry, revocation or amendment of a power of attorney regarding any User. Until ING receives such notification any power of attorney shall, irrespective of any registration with any public record of the details and/or any changes to it, remain in full force and effect. ING may continue the execution or forwarding of Instructions that have been given to ING by such User prior to or shortly after ING has received such notification if ING cannot reasonably prevent the execution or forwarding thereof. The revocation, expiry or amendment of a power of attorney does not have any consequences for nor shall affect (the validity of) any (i) Instruction with a scheduled execution date after the revocation, expiry or amendment, or (ii) power of attorney granted by a User prior to such revocation, expiry or amendment The Client is, if so indicated by ING, obliged to for and on behalf of ING identify and verify the identity (by means of a valid identification document) of each User and, if applicable, verify and validate the specimen signature of such User. The Client undertakes to securely store for a minimum period of seven years after the revocation or expiry of the relevant power of attorney all data regarding the identity and the verification and validation of the signature of each User. At ING s request the Client will provide such data in a format accessible to ING. ING is authorised to audit, examine and make copies of the data kept by the Client regarding the foregoing, and if so requested the Client must grant ING access to its premises and relevant data and records Upon ING s request the Client shall (i) confirm or ratify all acts that any User will have performed pursuant to and within the powers conferred by any power of attorney and (ii) promptly and duly execute all such documents and instruments, enter into such agreements and do all such acts and things as ING may reasonably determine as necessary in order to give effect to the provisions of this Clause. 12. Communication ING has the right, at ING s discretion and irrespective of the manner in which the Agreement was concluded, to communicate with the Client in writing, verbally, via telecommunications (including the speaking computer or text messages) or electronically (including , app, ING Wholesale Banking Conditions Version 3.17 AO0103GBEN203 4

5 Website or Channel, whether or not with the addition of an internet link) ING will not be liable for any loss and/or damage resulting from the use of any form of communication by ING or the Client, including, but not limited to, loss or damage resulting from failure or delay in delivery, interception or manipulation by third parties or by computer programs used for electronic communications and transmission of Viruses The contact details of the Client and ING for any communication to be made or delivered under or in connection with any Service will be as stated in the Agreement, any other applicable Services Document or as otherwise updated by the Client vis-à-vis ING. The Client shall notify ING in advance of amended contact details by not less than five Business Days Any notice or communication sent by ING to the Client shall be deemed to have been duly given or made (a) in the case of delivery by hand, when delivered, (b) in the case of delivery by mail, three days after being deposited in the mail, postage prepaid, or (c) in the case of delivery by facsimile or other electronic transmission, when sent If parties to an Agreement have agreed that all communications from ING may be addressed to one party designated for said purposes by the other parties (whether in the Agreement or otherwise), any notice or communications from ING given to the party designated for said purpose will be deemed to also have been given to all other parties Unless agreed otherwise, the communication between ING and the Client will take place in the English language or, at ING s discretion, the language of the jurisdiction of the ING Office ING may require that foreign documents are legalised and bear an apostille and that communications and documents from the Client which are in a language other than agreed under Clause 12.6 of this General part are translated at the Client's expense by a sworn translator acceptable to ING. 13. Use of forms and formats With respect to the Services, the Client is required to make use of the (hardcopy, online or electronic) forms and formats, if any, made available or as indicated by ING, duly completed, legible and bearing the handwritten or Electronic Signature, or any other form of identification as required by ING, whatever is applicable. ING may refuse to accept any document or execute any Instruction if it is not received in the required form or format, incomplete or the signature is not verified or does not match the specimen signature in ING s records. ING is authorised to act upon and rely on information contained in a form or Instruction from the Client ING has the right to declare (instruction) forms and formats invalid and to replace these forms or formats. If so, ING will inform the Client of any new form or format to be used. ING will not be liable for any loss and/or damage that the Client incurs due to the (instruction) forms or formats being declared invalid or used incorrectly. 14. Processing of information and bank secrecy ING will obtain, use or otherwise process data, documents and information relating to the relationship with the Client, User and/or the Services for the provision of the Services and for internal analysis and supervision, risk management, product development, marketing activities, centralisation of storage, to safeguard ING s security and integrity, to comply with legal obligations and for any other purpose as communicated by ING. The obtaining, using and processing of Personal Data is subject to Clause 15 of this General Part To the extent permitted by any applicable law or regulation, the Client waives any bank secrecy, if any, and agrees with the transferring, processing and disclosure by ING of any data, documents and information obtained from or relating to the Client and any Services (i) within ING or to any third party service provider for any of the purposes as indicated in this Clause (ii) to any third party for any of the purposes as indicated in Clause 23.1 and 24.1 of the General Part (iii) to any applicable credit register, (iv) if required for the providing of Services to the Client or any of its affiliates, to affiliates of the Client and (v) as permitted or required by any applicable law or regulation, legal process, regulatory action, order, judgement or decree of a court or (vi) to enable ING to comply with requests from or obligations towards local and foreign (tax) authorities. 15. Personal Data protection In addition to clause 14 of this General Part, with regard to the obtaining, using and processing of Personal Data, the Client acknowledges that Personal Data may be processed, transferred and disclosed outside of the ING Office that obtained such data and represents and warrants (i) that it has received and read the Privacy Statements of the ING Offices (which is hereby incorporated by reference) and (ii) that it will inform and refer all authorised representatives, Users and (other) natural persons interacting on behalf of the Client with ING to this Clause 15 and the applicable Privacy Statements. The applicable Privacy Statements can be found on ING processes Personal Data in accordance with the applicable personal data protection laws and regulations and ING s Global Data Protection Policy for Client, supplier and business partner data (as from time to time amended or replaced by a similar global policy). The policy was approved by the data protection authorities in the applicable EU Member States. The Global Data Protection Policy can be found on Ownership and intellectual property rights The Client is granted a strictly personal, non-exclusive and non-transferable licence to, if applicable, use and install software provided by ING for the Services. However, no property or intellectual rights are transferred to the Client. This licence provides only the right to install the software on the Client s computer and to use it for a Service in accordance with the purposes as indicated in the applicable Services Documents or as otherwise indicated by ING and is limited to the period the Client is authorised to use the Service ING and the third party, if any, who has conferred the right of use on ING retains all rights, including ownership, copyrights and intellectual property rights, of all ING Goods as well as to all information, recommendation and/or (other) services provided The Client is not permitted to change, copy, distribute, transfer, display, publish, sell or licence the (content of the) ING Goods, to produce or use any works derived from it or to create any link, hypertext or deep link from or to an ING Channel, Service or Website The trade names, brands and logos (or signs similar thereto) from ING and appearing on or in the Services and/or ING Goods are the property of ING. The Client is not permitted to use any of such trade names, brands and logos without prior written consent of ING The Client will immediately destroy or return the ING Goods, its personalised security credentials and/or any instruments for using a Service and/or accessing an ING Channel (which are capable of being returned) to ING, if requested to do so or if the Client is no longer authorised to use the applicable ING Wholesale Banking Conditions Version 3.17 AO0103GBEN203 5

6 Service. 17. System requirements and security The Client shall comply with and act upon the most recent instructions and system, software and other requirements for implementing, accessing and using a Service as stated by ING. ING will not be liable for any loss and/or damage incurred by the Client as a result of (i) changes to the software or equipment supplied by ING or a third party, (ii) improper functioning of equipment or software belonging to the Client or User (iii) failure to act upon instructions of ING or (iv) failure to comply with the conditions for implementation, access and use of a Service The Client may need to have internet access, access to an electronic communication network or software to be able to use a Service. ING is not a party to any agreement in this respect between the Client and its provider. All costs of access to and use of the services offered by these providers will be for the Client s account and ING will not be liable for any loss and/or damage incurred by the Client relating to the services offered by those providers The Client is responsible for the security of the systems and devices used to access a Service. Without prejudice to the foregoing, the Client is obliged to ensure that up-to-date anti-virus software, anti-spyware software, firewall software or any other relevant security tools are used to ensure the security of (the access to) a Service. Should the Client discover or suspect a Virus, spyware or unauthorised access to a Service the Client shall inform ING without delay and shall immediately take all necessary measures to prevent any loss and/or damage. ING reserves the right to block access to (part of) a Service following any such report The Client shall ensure that correct log-off procedures are followed when exiting or leaving unattended a computer or other applicable device with which a Service is used or accessed. The Client shall further take all reasonable precautions to prevent unauthorised use of a Service and the operating stations or IT systems from which a Service can be accessed. 18. Joint and several liability The obligations of each ING Office under the Services Documents are separate and independent obligations. Failure by an ING Office to perform its obligations does not affect the obligations of any other ING Office under the Services Documents. No ING Office is responsible for the obligations of any other ING Office under the Services Documents Unless otherwise instructed by ING, any debt arising under the Services Documents to a specific ING Office can only be repaid to that ING Office If the Client is, in whatever capacity, a joint beneficiary of a Service or a joint holder of an account or asset, it is, together with such other beneficiaries or holders, jointly and severally bound by and liable towards ING for all related obligations. The Client and each such person is, unless agreed otherwise, individually authorised to issue Instructions towards ING regarding such Service, account or asset. 19. Security Interest and set-off In addition to any other Security Interest granted to ING, the Client undertakes to grant a Security Interest and herewith grants a Security Interest over all present and future (i) claims the Client now or at any time, has or acquires against the ING Office and (ii) financial instruments, monies, documents and other goods held by ING, or a third party on behalf of ING, for or on behalf of the Client, as security for all existing and (contingent) future amounts the Client owes to the ING Office at any given moment which Security Interest ING herewith accepts The Client grants ING an irrevocable power of attorney, with the right of substitution, to grant, create, register and/or perfect a Security Interest over the claims as stated in Clause 19.1 to itself in the name of the Client The Client represents and warrants that it is authorised to grant and create the Security Interest and that the claims in question are or will be free of rights and claims of other parties than ING The Client undertakes vis-à-vis ING to provide (additional) collateral and Security Interests for all existing and future amounts that the Client owes to ING, on any account whatsoever, and to sign any agreement or any other documents that may be required in connection with the granting and the creation thereof, at the first request of ING and to the ING's satisfaction Each ING Office shall at all times be entitled to set-off all and any of its claims on the Client, whether or not due and payable and whether or not contingent, against any claims the Client has on such ING Office, whether due and payable or not, regardless of the currency in which such claims are denominated. If however the Client's claim on ING or ING s claim on the Client is not yet due and payable, ING shall not exercise its right of set-off except upon the occurrence of one of the following events, which shall render such claim due and payable: in the event of an attachment or garnishment being levied upon the Clients claim on ING, in case recovery is being sought from such debt in any other way, in the event that a Security Interest or other restricted right is created thereon, the Client assigns its claims on ING to a third party, the Client is declared bankrupt, has entered into a moratorium of payments or another insolvency regulation or statutory debt repayment arrangement applies to the Client. Debts expressed in a foreign currency shall be set-off at the exchange rate on the day of set-off as determined by ING. If possible, ING shall inform the Client in advance that it intends to exercise its right of set-off At the request of ING, the Client shall promptly and duly enter into such further agreements, execute all such other documents and instruments and do all such other registrations, acts and things as ING may reasonably determine as necessary or desirable in order to give effect to the provisions of this Clause If there are in one jurisdiction more offices from the same ING legal entity a reference to ING Office shall in this Clause be construed as a reference to any and all ING offices of such legal entity in the same jurisdiction. 20. Liability Without prejudice to any other limitations of liability as stipulated in the Services Documents, ING will only be liable to the Client for any direct loss and/or damage, regardless of whether ING s liability is asserted on the basis of the Services Documents, the provision of Services, claim in contract, tort (including negligence), under an indemnity, breach of statutory duty or otherwise For the avoidance of doubt ING will not be liable for any indirect or consequential loss or damage. Indirect and consequential loss or damage includes, but is not limited to, damage to reputation, costs of procuring an equivalent service or product and loss of profit, business, business opportunity, goodwill, data, anticipated savings, customers and contracts, and regardless whether or not such loss or damage was foreseeable ING will not be liable for any loss and/or damage incurred by the Client as a result of the non or defective execution of any Instruction or performance of any Service if this is caused by ING Wholesale Banking Conditions Version 3.17 AO0103GBEN203 6

7 (the introduction of or amendment to) any law, order, regulation, decree or administrative action and/or any interference or act or omission by or under the order of a government, central bank or any other body claiming such authority. Furthermore ING will not be liable for any loss and/or damage incurred by the Client as a result of the confiscation, nationalization, requisition, sequestration, seizure, deprivation of the Account, Balance or any (other) asset or instrument by the government, central bank or any other body claiming such authority in the country of the relevant currency or where such Account, asset or instrument is held Subject to Clause 20.2 of the General Part, ING does not exclude any liability under these Conditions for loss and/or damage caused by ING's gross negligence or wilful misconduct ING does neither warrant that the facilities for providing a Service will be available, uninterrupted or complete at all times nor that such facilities shall be free from errors, faults or Viruses. ING will not be liable for any loss and/or damage resulting from the use of (or inability to use) a Service, including losses or damages caused by Viruses The Website or any Service may provide links to external internet sites operated by a third party or said sites may contain links to the Website or a Service. ING will not be liable for the operation, use or content of such third party internet sites. 21. Indemnity The Client will indemnify ING against any direct, indirect and/or consequential loss, damage, cost and expense (including legal expenses) incurred by ING and arising from or in connection with: (i) ING being or becoming involved in any dispute, judicial or extrajudicial proceeding or any out-of-court (redress) proceeding between the Client and a third party; (ii) the collection of amounts owed by the Client to ING; (iii) the garnishment and/or attachment of the Account; (iv) claims by third parties made against ING in relation to the Client or any Service, unless caused by the gross negligence or wilful misconduct of ING; (v) failure by the Client or User to comply with any applicable law or the terms of a Services Document; (vi) fraud committed by the Client or User; and/or (vii) any power of attorney granted by (a) the Client to the User or a third party or by (b) a third party to the Client, and/or any action taken thereunder, being invalid, nonbinding or unenforceable. 22. Force majeure ING will not be liable to the Client for its failure to perform any obligation under the Services Documents if such failure results from any cause beyond ING s reasonable control including, but not limited to, acts of God, war or acts of terrorism, industrial disputes, strikes any breakdown or failure of transmission or communication facilities or clearing and settlement organisations, power disruptions, acts, laws or regulations of national, foreign or international administrative, civil, or judicial authorities. If a force majeure event occurs, ING will take such actions or measures as may reasonably be required to limit the adverse effects of such event. 23. Third parties In providing the Services, ING may make use of third parties and may (partially) subcontract activities ING shall not be liable for any loss or damage incurred by the Client due to any actions or omissions of any third party (including any broker, (intermediary) bank, agent, custodian, exchange, depositary or clearing house) if such party is necessary for the provision of Services or ING can prove that it has exercised reasonable skill and care in the selection of such third parties ING will not be a party to any underlying legal relationships between the Client and any third party A person who is not a party to the Services Documents has no rights to enforce or enjoy the benefit of any (term of) such document. 24. Transferability ING may transfer and assign its rights and/or obligations under the Services Documents to a third party Without ING s prior written consent, the Client s rights and obligations relating to the Services and the claim that the Client has vis-à-vis ING by virtue of the Account or in connection with a Service cannot be transferred or assigned and no Security Interest can and may be created over it, except for a transfer, assignment or Security Interest in favour of ING. 25. Partial invalidity/unenforceability If at any time any provision of the Services Documents is or becomes illegal, invalid or unenforceable in any respect under any law or regulation of any jurisdiction, the legality, validity or enforceability of the other provisions shall not in any way be affected or impaired thereby. 26. Term and termination The term of the Agreement regarding each Service will be as indicated in the applicable Service Document. If no specific term is indicated it is entered into for an indefinite period of time and the Client may terminate such Service in writing with a one calendar month notice period. The notice period will be calculated from the first day of the calendar month following receipt of such notice of termination. Unless indicated otherwise ING may at any time terminate such Service with a two months' notice period In case an Agreement has been concluded between one or several ING Offices and one or several Clients and such Agreement or Service thereunder has been terminated between an ING Office and a Client, the Agreement remains valid with respect to the other ING Offices and Clients ING is authorised to terminate the Agreement or terminate or suspend any specific Service with immediate effect and without being required to pay damages or any form of compensation: (i) if it is unlawful or contrary to any (international) sanction list to provide a Service; (ii) if ING has established or reasonably suspects that the Client uses or used any Service for activities or purposes that (a) are contrary to laws or regulations, (b) can harm ING s reputation or (c) undermine the integrity of the financial system; (iii) in case of (suspicion of) misuse or fraudulent use of a Service by the Client; (iv) if the Client no longer uses the Services for purposes pertaining to its profession, trade or business or if the Client has become a Consumer; (v) in the event of bankruptcy, insolvency, moratorium, statutory debt adjustment, dissolution or liquidation of the Client or any other analogous proceedings; (vi) in case the Client breaches any of its obligations under the Services Documents and fails to correct such failure within five (5) Business Days of receiving written notice of default from ING; and/or (vii) in case of the garnishment, seizure and/or ING Wholesale Banking Conditions Version 3.17 AO0103GBEN203 7

8 attachment of any claim of the Client on ING Upon termination, all Tariffs and outstanding obligations of the Client relating to such Service are immediately due and payable, whether or not relating to transactions taking place before or after termination, without prior written notice being required. Any Tariffs paid in advance for said period will not be reimbursed Rights and obligations under the Services Documents and Services which by their nature should survive, including, but not limited to, any and all indemnification provisions, will remain in effect after termination or expiration thereof. 27. Counterparts Each Services Document may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of a Services Document. 28. Applicable law and jurisdiction Unless otherwise stipulated, the relationship between a Client and ING regarding a Service, including the Services Documents and any non-contractual obligations arising out of or in connection therewith, will be governed by and construed in accordance with the laws of the country in which the ING Office is located which is providing the relevant Service ING and the Client hereby irrevocably submit to the exclusive jurisdiction of the courts of the capital city of the jurisdiction whose laws govern the Services Documents in accordance with this Clause. ING may (if permitted by law) commence proceedings in another competent court and/or concurrent proceedings in any number of jurisdictions The Client will first raise any complaints arising from or relating to the Services with ING, taking into account the complaint procedure of the ING Office. Information regarding the applicable complaint procedure can be found on The complaint procedure may be made available in the English language and any reply of ING may be made on paper or other durable medium. 29. Definitions and interpretation Capitalised terms in these Wholesale Banking Conditions shall have the following meaning: Account Any account used for the execution of Payment Transactions held in the name of the Accountholder with ING or a third party PSP. Accountholder Each person which is the holder of an Account. Agreement Any agreement and/or any other form relating to Services between ING and the Client. App An application provided or approved by ING on a phone, tablet or other (mobile) device. Available Balance In relation to the Account the amount that the Client can freely dispose of, being the difference between the Balance - taking into account possible reservations, blocked and/or attached amounts - and the zero balance or, in the event that a credit limit has been agreed with the Client, the credit limit. Balance The balance on the Account at any given point in time. This balance is calculated on Business Days at fixed intervals. Business Day A day designated by the European Central Bank as a day upon which banks are open for the execution of Services and Payment Transactions, excluding any Saturdays, Sundays and national public and banking holidays in the jurisdiction of the ING Office involved in the relevant Service. More information regarding the applicable Business Days for each ING Office can be found in the Tariff Brochure and/or Website. Channel An ING Channel, any secure online banking system and/or electronic communication channel provided by a third party, or an ING interface via which PSP s can forward Payment Orders and Information Requests regarding online Accounts. Client Each person who is obtaining Services from ING as agreed in the Agreement. Conditions or Wholesale Banking Conditions These wholesale banking conditions including its Schedules and annexes. Consumer Each person in a capacity as consumer or micro-enterprise (as defined in the Payment Services Directive (Directive 2015/2366/EC of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market)). Debit Balance The amount that the Client owes to ING as a result of a negative Balance on the Account. Electronic Signature Data in electronic form attached to or logically associated with other electronic data and which serve as a method of authentication, including but not limited to a PKI, devices or files containing a private key with a personal digital certificate and, if applicable, the means of authentication and/or signing chosen by the Client and/or User, whether or not required for the use of an ING Authorisation Instrument, based on options given by ING, or an applicable third party (e.g. a password, and/ or any other confidential identification code or number known only to the Client or User). General Part The general part of the Conditions. Information Request A request by a third party PSP providing services to the Client to disclose information regarding the initiation and execution of (intended) Payment Orders and Payment Transactions and/or the (Available) Balance of the Client. ING ING Bank N.V. and/or any of its direct and indirect (local or foreign) subsidiaries and/or any of its or their affiliates, branches and offices. A list of ING entities and offices is available at The term ING includes the relevant ING Office. ING Authorisation Instrument The procedures and instruments as indicated by ING which the Client or User must make use of to access and use a Service, to give (consent to) an Instruction and/or to enable ING to verify the identity of the Client or User, including an ING Payment Instrument, an Electronic Signature, the PKI provided by ING or, if applicable, a third party, or any other means of access and use. ING Channel InsideBusiness, InsideBusiness Payments, InsideBusiness Trade, InsideBusiness Payments CEE Regional Site, InsideBusiness Payments CEE Local Sites, InsideBusiness Connect, ING Service for SWIFTNet, EBICS, the App, or any other secure online banking system and/or an electronic communication channel provided by ING. ING Goods Any ING Authorisation Instrument, ING Channel, Website, ING PKI device or other goods, instruments, equipment, ING Wholesale Banking Conditions Version 3.17 AO0103GBEN203 8

9 documents, software-carrier and software provided by ING for the use of an Account, a Service and/or authentication of the Client or User. ING Office The relevant ING office providing the Service. More information regarding the ING office can be found in the relevant country specifics Schedule, the Tariff Brochure or obtained from the relevant ING Office. ING Payment Instrument An ING Authorisation Instrument which the Client, User or Beneficiary must make use of to give (consent to) a Payment Order to ING. Instruction The instruction or order, including a Payment Order, which is given by the Client or User. Payment Order The instruction that is given by the Client, User or the Beneficiary, whether or not through a Channel to execute a Payment Transaction. Payment Services The payment services under the Services Documents (including an Account) that ING provides to the Client through which Payment Orders can be issued and/or forwarded, Payment Transactions can be executed and information about Payment Orders and Payment Transactions can be provided to the Client. Payment Transaction An act initiated by the Client, User, Beneficiary or a third party, as the case may be, whereby funds in, to or from the Account are deposited, withdrawn, credited, debited or transferred. Personal Data Any information that can be related directly or indirectly, alone or in combination with other information, to an identified or identifiable natural person. PKI A public key infrastructure, a service provided by ING or a third party for the issuance and maintenance of digital certificates. Privacy Statement A document or statement from ING containing information on how the ING Office treats and takes care of Personal Data. PSP An institution that provides and executes payment services, also named payment services provider. Schedule A schedule to these Conditions. Security Interest (The creation of) a pledge, charge, hypothecation, mortgage, lien, assignment or any other security interest in the relevant jurisdiction. Services The services (including Payment Services) that ING provides to the Client under the Services Documents. Services Documents The Agreement, these Conditions and all (other) conditions, documents, (terms on) websites, user manuals, instructions or agreements regarding Services. Tariffs All costs, fees, commissions, expenses and charges for Services. Tariff Brochure The document(s) setting out the Tariffs and operational conditions of the ING Office for Services and if applicable information regarding interest and exchange rates. User A person that is directly or indirectly authorised by the Client to perform certain acts and/or issue Instructions, whether in written form, in person, through a Channel, or otherwise, for and on its behalf. Virus A virus or any other software routine that is meant or designed to provide access to, or allow use of, a computer system by an unauthorised person, to render such system useless, damaged or erased, or to disrupt or deteriorate its normal use. Website The website of the relevant ING Office Interpretation: (i) Words in singular shall include the plural and vice versa. Unless the context requires otherwise any reference to a person shall include its successors, permitted assignees and permitted transferees. (ii) Unless the context clearly requires otherwise, a reference to a Services Document shall include a reference to any annex or schedule thereto and a reference to a clause in a Services Document (or a schedule or annex thereto) shall be a reference to a clause of such Services Document (or schedule or annex thereto). (iii) Headings in the Services Documents are for ease of reference only. (iv) Unless a contrary indication appears, a reference in the Services Documents to - a person includes any natural person, legal entity, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) and shall include its successors in title, permitted assigns and permitted transferees; - an agreement, conditions, terms, rulebook, regulation or document is a reference to such agreement, conditions, terms, rulebook, regulation or document as amended, supplemented or readopted from time to time; and - a legal concept such as, but not limited to, insolvency or attachment, which term is not used in the relevant jurisdiction, shall be construed as a reference to an analogous concept in such jurisdiction. ING Wholesale Banking Conditions Version 3.17 AO0103GBEN203 9